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Temenos statement regarding Fidessa group plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

Temenos Group AG ("Temenos") notes the announcement by Fidessa today. The Board of Temenos announces that it does not believe that it would be in the best interests of Temenos shareholders for Temenos to amend the terms of its offer for the entire issued and to be issued ordinary share capital of Fidessa which was announced on 21 February 2018 (the "Proposed Acquisition"). The Board of Temenos recognises the importance of maintaining strong financial discipline and carefully considering capital allocation in order to optimise shareholder returns. Accordingly, Temenos will not be making a revised offer for Fidessa.

In light of the announcement by Fidessa today that it proposes to adjourn the Scheme Court Meeting and the General Meeting that had been convened to consider the Proposed Acquisition, the Board of Temenos confirms that it will not consent to an extension of the date by which the Scheme Court Meeting and the General Meeting must be held, and therefore, should there be an adjournment of either the Scheme Court Meeting or the General Meeting, the Proposed Acquisition will lapse in accordance with its terms on 28 April 2018. Further, in light of the announcement by Fidessa, Temenos has notified Fidessa of the termination of the Co-operation Agreement in accordance with its terms.

“We have a very significant addressable market in the banking segment which is seeing strong growth underpinned by multiple structural drivers including digitisation, regulation and the move to open banking. We are the leader in this winner-takes-all market, having won all the key strategic deals, and expect our business to continue to achieve double-digit organic revenue growth annually as we pull further ahead of the competition.

In this context we decided it was not in the best interest of our shareholders to raise our offer price for Fidessa. I am confident we will continue delivering very strong shareholder value as we grow the business and are in an excellent position to take advantage of other opportunities to enter adjacent segments as they arise in a manner that will create exceptional value as we are doing in our core business, and capture a greater share of the IT and software spend of banks."

The Board of Temenos has also given approval for a share buyback of up to a total of USD 250m to be launched in Q2 2018, subject to regulatory approval. The share buyback will be funded through Temenos’ strong cash flow generation, with the company’s leverage expected to be maintained at 1-1.5x EBITDA by year end. Temenos intends to use the repurchased shares for potential acquisitions and/or for any other corporate purposes.

Capitalised terms used, but not defined, in this announcement shall have the same meaning as set out in the scheme document published by Fidessa in connection with the Proposed